SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BUTRUS PAUL R
(Last) (First) (Middle)
C/O PROASSURANCE CORPORATION
100 BROOKWOOD PLACE
(Street)
BIRMINGHAM AL 35209-6811
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROASSURANCE CORP [ PRA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
Vice-Chairman Executive Vice-President
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/08/2006 A 1,702(1) A $51.38 174,034 D
Common Stock 9,602(2) I ProAssurance Group Savings and Retirement Plan [401(k)]
Common Stock 47,321 I SEP / Regions Bank
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $51.38 03/08/2006 A 6,250 09/11/2006(3) 09/11/2016 Common Stock 6,250 $51.38 6,250 D
Employee Stock Option (Right to Buy) $41.15 09/10/2005(4) 09/10/2015 Common Stock 12,500 12,500 D
Employee Stock Option (Right to Buy) $33.28 09/10/2004(5) 09/10/2014 Common Stock 12,500 12,500 D
Employee Stock Option (Right to Buy) $22 09/04/2003(6) 09/04/2013 Common Stock 12,500 12,500 D
Employee Stock Option (Right to Buy) $16.8 07/15/2002(7) 07/15/2012 Common Stock 25,000 25,000 D
Employee Stock Option (Right to Buy) $21.01 06/27/2001 12/08/2008 Common Stock 26,250 26,250 D
Employee Stock Option (Right to Buy) $26.03 06/27/2001 12/01/2008 Common Stock 28,875(8) 28,875 D
Employee Stock Option (Right to Buy) $24.68 06/27/2001 12/02/2007 Common Stock 113,613(8) 113,613 D
Explanation of Responses:
1. These shares are exempt under Rule 16b-3. Bonus shares awarded to the reporting person under the terms of the ProAssurance 2004 Equity Incentive Plan by the ProAssurance Board of Directors on March 8, 2006, pursuant to the recommendation of the Compensation Committee, which is composed entirely of Non-Employee Directors.
2. These shares were allocated prior to August 29, 2002 and were exepmt under Rule 16b-3
3. The options vest in five equal, yearly installments commencing on September 11, 2006
4. The options vest in five equal, yearly installments commencing on September 10, 2005
5. The options vest in five equal, yearly installments commencing on September 10, 2004
6. The options vest in five equal, yearly installments commencing on September 4, 2003
7. The options vest in five equal, yearly installments commencing on July 15, 2002
8. On June 27, 2001, in connection with the consolidation of Medical Assurance, Inc. and Professionals Group, Inc. under the ownership of ProAssurance Corporations (NYSE:PRA), each share of Medical Assurance, Inc. common stock was converted into one share of ProAssurance Corporation common stock, and each option to purchase Medical Assurance, Inc. common stock was converted into one option to purchase ProAssurance Corporation common stock. The acquisitions reported herein reflect shares of ProAssurance Corporation common stock and stock options acquired beneficially by the reporting person in exchange for the surrender of shares and stock options owned beneficially in Medical Assurance, Inc. The acquisition of ProAssurance Corporation shares and options reported herein is exempt from Section 16(b) of the Securities Exchange Act, as amended (the "Act"), by virtue of Rule 16b-3(d) promulgated under the Act.
Remarks:
Paul R. Butrus 03/09/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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